[¶12,052] In the Matter of James E. Brown, and Citizens State Bank of
Kelliher, Kelliher, Minnesota, Docket No. 02-148k (5-23-03).

Respondent agrees to pay civil money penalty assessed by the FDIC in
the amount of $4,000.

In the Matter of
JAMES E. BROWN,
individually and as a former institution-affiliated party of
CITIZENS STATE BANK OF KELLIHERKELLIHER, MINNESOTA(Insured State Nonmember Bank)
ORDER TO PAY CIVIL MONEY PENALTY

FDIC-02-148k

James E. Brown ("Respondent") has been advised of his
right to receive a NOTICE OF ASSESSMENT OF CIVIL MONEY PENALTY,
FINDINGS OF FACT, AND CONCLUSIONS OF LAW ("NOTICE OF ASSESSMENT")
issued by the Federal Deposit Insurance Corporation ("FDIC"),
stating the violations of law and regulations, unsafe or unsound
banking practices, and breaches of fiduciary duty for which an ORDER TO
PAY CIVIL MONEY PENALTY ("ORDER TO PAY") may be issued, and has
been further advised of his right to a hearing on the charges under
section 8(i)(2) of the Federal Deposit Insurance Act ("Act"), 12
U.S.C. §1818(i)(2), and the FDIC Rules of Practice and Procedure, 12
C.F.R. Part 308. Having waived those rights, Respondent entered into a
STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER OF REMOVAL FROM
OFFICE AND PROHIBITION FROM FURTHER PARTICIPATION AND AN ORDER TO PAY
CIVIL MONEY PENALTY ("CONSENT AGREEMENT") whereby Respondent,
solely for the purpose of this proceeding and without admitting or
denying any violations of law and regulations, unsafe or unsound
practices, or breaches of fiduciary duty consented to the issuance of
an ORDER TO PAY by the FDIC and agreed to pay a civil money penalty in
the amount of $4,000 to the Treasury of the United States.

After taking into account the CONSENT AGREEMENT, the appropriateness of
the penalty with respect to the financial resources and good faith of
Respondent, the gravity of the violations by Respondent, the history of
previous violations by Respondent, and such other matters as justice
requires, the FDIC accepts the CONSENT AGREEMENT and issues the
following:

ORDER TO PAY CIVIL MONEY PENALTY

IT IS HEREBY ORDERED that Respondent is assessed and shall pay a
civil money penalty in the amount of $4,000 to the Treasury of the
United States, the receipt of which has been previously acknowledged.

IT IS FURTHER ORDERED that Respondent is prohibited from seeking or
accepting indemnification from any insured depository institution (i)
for the civil money penalty assessed and paid in this matter, or
(ii) for any expenses, including attorneys' fees and
disbursements, incurred by Respondent in connection with this matter.